Marin Software (MRIN) Reports Key Corporate Events

TL;DR

MRIN filed an 8-K on 8/29, reporting terminated agreements, equity sales, and control changes. Big stuff happening.

AI Summary

Marin Software Incorporated (MRIN) filed an 8-K on August 29, 2025, reporting several significant events. These include the termination of a material definitive agreement, unregistered sales of equity securities, and modifications to the rights of security holders. The company also disclosed changes in control and details regarding compensatory arrangements for certain officers.

Why It Matters

This filing indicates significant corporate actions and potential shifts in control or financial structure for Marin Software, which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing mentions termination of agreements, unregistered equity sales, and changes in control, which can introduce uncertainty and potential risks.

Key Players & Entities

• Marin Software Incorporated (company) — Registrant
• MRIN (company) — Ticker Symbol
• August 29, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share MRINQ OTC Expert Market

Filing Documents

• mrin-20250829.htm (8-K) — 64KB
• mrin-ex2_1.htm (EX-2.1) — 1053KB
• img255593153_0.jpg (GRAPHIC) — 138KB
• 0000950170-25-113236.txt ( ) — 1573KB
• mrin-20250829.xsd (EX-101.SCH) — 50KB
• mrin-20250829_htm.xml (XML) — 5KB

02 Termination of Material Definitive Agreement

Item 1.02 Termination of Material Definitive Agreement. The disclosure under the heading "Cancellation of Existing Securities; Securities to be Issued Under the Plan" contained in Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership. Confirmation of Plan of Reorganization On August 29, 2025, the Bankruptcy Court entered an order, Docket No. 121 (the "Confirmation Order"), confirming the Plan. The Plan provides that upon satisfaction or waiver of the conditions precedent to the effectiveness of the Plan, the Company may effect the transactions contemplated by the Plan and emerge from Chapter 11 protection. The Confirmation Order and the Second Amended Combined Disclosure Statement and Plan of Reorganization of Marin Software Incorporated Under Chapter 11 of the Bankruptcy Code are filed as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan. On September 5, 2025, the Company filed a Notice of Effective Date with the Bankruptcy Court and the Plan became effective on September 5, 2025 (the "Effective Date") in accordance with its terms. Material Features of the Plan Below is a summary of the material terms of the Plan. This summary describes only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan, the definitive documents implementing the Plan and the Confirmation Order. Cancellation of Existing Securities; Securities to be Issued Under the Plan The Plan implements the reorganization of the Company, with it emerging from bankruptcy and continuing to operate as the Reorganized Debtor. As of the Effective Date, YYYYY, LLC ("5Y" or the "DIP Lender") converted 100% of the Allowed DIP Facility Claim into shares of the Reorganized Debtor New Equity, for 600 shares, and Kaxxa Holdings, Inc. ("Kaxxa" or the "Plan Sponsor") acquired 400 shares of the Reorganized Debtor New Equity, for a total of 1,000 shares of Reorganized Debtor New Equity. On or after the Effective Date, the Plan

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On the Effective Date, the Company issued the Reorganized Debtor New Equity to 5Y and Kaxxa pursuant to the terms and conditions set forth in the Plan, and in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, and/or as provided by Section 1145 of the Bankruptcy Code, as applicable.

03 Material Modifications to the Rights of Security Holders

Item 3.03 Material Modifications to the Rights of Security Holders. The disclosure under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The disclosure under Item 1.03, 3.02 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Plan and effective as of the Effective Date, the existing directors and officers of the Company are deemed to have resigned from their positions as directors and officers of the Company.

01 Other Events

Item 8.01 Other Events. Deregistration of Securities On August 29, 2025, in conjunction with the proposed cancellation of all of its outstanding shares of common stock, the Company filed post-effective amendments to each of its Registration Statements on Form S-3 and Form S-8 and intends to promptly file a Form 15 with the SEC to deregister its securities under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and suspend its reporting obligations under the Exchange Act. Cautionary Language Concerning Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements that reflect, when made, the Company's current views with respect to current events and financial performance. These forward-looking statements are within the meaning of Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, process and potential outcomes of the Company's Chapter 11 Case and and/or statements preceded by, followed by or that include the words "shall", "will", "intends," "expects," "estimates," "plans," or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, there can be no assurance that its expectations will be achieved. Except as otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances, or changes in expectations after the date of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Document 2.1 Confirmation Order, dated August 29, 2025. 2.2 Second Amended Combined Disclosure Statement and Plan of Reorganization, dated August 25, 2025 (incorporated as Exhibit A to the Confirmation Order filed as Exhibit 2.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Marin Software Incorporated Date: September 5, 2025 By: /s/ Robert Bertz Robert Bertz Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR